RUSS BERRIE & CO INC
SC 13G/A, 1995-02-14
DOLLS & STUFFED TOYS
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                      
                                      
                                 SCHEDULE 13G
                                      
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                            (AMENDMENT NO.  11  )*
                                          ------

                        RUSS BERRIE AND COMPANY, INC.
- --------------------------------------------------------------------------------
                               (Name of Issuer)

                       Common Stock, $0.10 stated value
- --------------------------------------------------------------------------------
                        (Title of Class of Securities)

                                 782233 10 0
                      ---------------------------------
                                (CUSIP Number)



Check the following box if a fee is being paid with this statement / /. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                               Page 1 of 6 pages
                                       
<PAGE>   2
- --------------------------                           --------------------------
CUSIP NO.  782233 10 0               13G             PAGE  2  of  6  PAGES
         -----------------                               -----  -----
- --------------------------                           --------------------------

1.      NAME OF REPORTING PERSON
        S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                RUSSELL BERRIE

2.      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                        (a)  / /
                                                        (b)  / / 
3.      SEC USE ONLY


4.      CITIZENSHIP OR PLACE OF ORGANIZATION

                U.S.A.

 NUMBER OF              5.      SOLE VOTING POWER
   SHARES                       11,573,388
BENEFICIALLY 
  OWNED BY              6.      SHARED VOTING POWER
    EACH                        Not applicable
 REPORTING
  PERSON                7.      SOLE DISPOSITIVE POWER
   WITH                         11,573,388

                        8.      SHARED DISPOSITIVE POWER
                                Not applicable

9.      AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                11,573,388

10.     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*



11.     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                                53.8%

12.     TYPE OF REPORTING PERSON *

                                IN


                                      
                     *SEE INSTRUCTION BEFORE FILLING OUT!

                              Page 2 of 6 pages

<PAGE>   3
                                 SCHEDULE 13G*


Item 1(a).                Name of Issuer:

                          Russ Berrie and Company, Inc.

Item 1(b).                Address of Issuer's Principal Executive Offices:

                          111 Bauer Drive
                          Oakland, New Jersey 07436

Item 2(a).                Name of Person Filing:

                          Russell Berrie

Item 2(b).                Address of Principal Business Office, or, if none,
                          Residence:

                          111 Bauer Drive
                          Oakland, New Jersey 07436

Item 2(c).                Citizenship:

                          U.S.A.

Item 2(d).                Title of Class of Securities:

                          Common Stock, $0.10 stated value

Item 2(e).                CUSIP Number:

                          782233 10 0

Item 3.                   If this Statement is Filed pursuant to Rules 13d-1(b)
                          or 13d-2(b), check whether the person filing is a
                          (certain items):

                          Inapplicable

_______________________________

* This Schedule is being filed pursuant to Section
  13(g) of the Securities Exchange Act of 1934; its
  filing shall not be construed as an admission that
  the person filing the Schedule is the beneficial
  owner for the purposes of Section 16 of the
  Securities Exchange Act of 1934 of any of the shares
  stated in this Schedule to be beneficially owned by
  such person.





                       Page 3 of 6 Pages
<PAGE>   4
Item 4.                   Ownership:

                          (a)     Amount beneficially owned:

                                  11,573,388*

                          (b)     Percent of class:

                                  53.8%

                          (c)     Number of shares as to which such person has:

                                    (i)    sole power to vote or to direct the
                                           vote:

                                           11, 573,388

                                   (ii)    shared power to vote or to direct
                                           the vote:

                                           Not applicable.

                                  (iii)    sole power to dispose or to direct
                                           the disposition of:

                                           11,573,388

                                   (iv)    shared power to dispose or to direct
                                           the disposition of:

                                           Not applicable.





__________________________

* Does not include 228,200 shares held beneficially and
  of record by The Russell Berrie Foundation, of which
  Mr. Berrie is a trustee.

  Items 4(c)(i) and 4(c)(iii) include (i) 869,696
  shares held of record by Mr. Russell Berrie and (ii)
  9,203,542 shares held of record by The Russell Berrie
  1991 Trust, of which Mr. Berrie is the grantor
  possessing the unrestricted power to revoke the
  trust, a trustee possessing sole voting power and
  sole dispositive power (as to any





                       Page 4 of 6 Pages
<PAGE>   5
                          transfer other than to Mr. Berrie) with respect to
                          the shares and, until his death, the sole
                          beneficiary.  Also includes 1,500,000 shares which
                          were formerly held of record by the Russell Berrie
                          1992 Charitable Trust.  Such trust was revoked in
                          June 1994.  Also includes 150 shares held of record
                          by Mr. Berrie as custodian for one of his daughters.

Item 5.                   Ownership of Five Percent or Less of a Class:

                          Inapplicable

Item 6.                   Ownership of More Than Five Percent on Behalf of
                          Another Person:

                          Myron Rosner may be deemed to be a beneficial owner
                          of certain of the shares set forth in response to
                          Item 4(a).

Item 7.                   Identification and Classification of the Subsidiary
                          which Acquired the Security Being Reported on by the
                          Parent Holding Company:

                          Inapplicable

Item 8.                   Identification and Classification of Members of the
                          Group:

                          Inapplicable

Item 9.                   Notice of Dissolution of Group:

                          Inapplicable





                       Page 5 of 6 Pages
<PAGE>   6


Item 10.                  Certification:

                          Inapplicable




                                   SIGNATURE

                 After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.


                                                    2/10/95
                                       -----------------------------------
                                                     (Date)


                                              /s/   RUSSELL BERRIE
                                        ----------------------------------
                                                   (Signature)


                                                  RUSSELL BERRIE
                                        -----------------------------------
                                                      (Name)





                       Page 6 of 6 Pages


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